UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO/A
Tender Offer Statement Pursuant to Section 14(d)(1)
or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 26)
Warner Bros. Discovery, Inc.
(Name of Subject Company (Issuer))
Prince Sub Inc.
(Offeror)
a direct wholly owned subsidiary of
Paramount Skydance Corporation
(Parent of Offeror)
(Names of Filing Persons (identifying status
as offeror, issuer or other person))
Series A Common Stock, par value $0.01 per share
(Title of Class of Securities)
934423104
(CUSIP Number of Class of Securities)
Makan Delrahim
Chief Legal Officer
Paramount Skydance Corporation
1515 Broadway
New York, New York 10036
(212) 258-6000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
With a copy to:
Copies to:
|
Faiza J. Saeed
Andrew J. Pitts
C. Daniel Haaren
Daniel J. Cerqueira
Claudia J. Ricciardi
Cravath, Swaine & Moore LLP
Two Manhattan West
375 Ninth Avenue
New York, New York 10001
(212) 474-1000
|
Ian Nussbaum
Max Schleusener
Latham & Watkins LLP
1271 Avenue of the Americas
New York, New York 10020
(212) 906-1200 |
| ¨ | Check the box if the filing relates
solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate
any transactions to which the statement relates:
| x | third-party tender offer subject
to Rule 14d-1. |
| ¨ | issuer tender offer subject to
Rule 13e-4. |
| ¨ | going-private transaction subject
to Rule 13e-3. |
| ¨ | amendment to Schedule 13D under
Rule 13d-2. |
Check the following box if the filing is a final
amendment reporting the results of the tender offer: ¨
If applicable, check the appropriate box(es) below
to designate the appropriate rule provision(s) relied upon:
| ¨ | Rule 13e-4(i) (Cross-Border Issuer
Tender Offer) |
| ¨ | Rule 14d-1(d) (Cross-Border Third-Party
Tender Offer) |
This Amendment No. 26 to Schedule TO
(together with any exhibits and annexes attached hereto, and as it may be amended or supplemented from time to time, this
“Amendment”) is filed by (i) Prince Sub Inc., a Delaware corporation (the “Purchaser”) and a
direct wholly owned subsidiary of Paramount Skydance Corporation, a Delaware corporation (“Paramount”), and (ii)
Paramount, and amends and supplements the Tender Offer Statement on Schedule TO filed with the U.S. Securities and Exchange
Commission (the “SEC”) on December 8, 2025 (together with any amendments and supplements thereto, the
“Schedule TO”) by the Purchaser and Paramount. This Schedule TO relates to the offer by the Purchaser to
purchase all of the outstanding shares of Series A Common Stock, par value $0.01 per share (the “Shares”), of
Warner Bros. Discovery, Inc., a Delaware corporation (“Warner Bros.”), at $30.00 per share, net to the seller in
cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer
to Purchase, dated December 8, 2025 (as it may be amended or supplemented from time to time, the “Offer to
Purchase”), a copy of which is attached as Exhibit (a)(1)(A) to the Schedule TO filed with the SEC on December 8, 2025,
and in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of
Transmittal,” and together with the Offer to Purchase, the “Offer”), a copy of which is attached as
Exhibit (a)(1)(B) to the Schedule TO filed with the SEC on December 8, 2025.
Except as otherwise set forth in this Amendment,
the information in Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment.
Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.
Item 12. Exhibits
Item 12 of the Schedule TO is hereby amended
and supplemented by adding the following exhibit.
| |
|
|
| (a)(5)(AN) |
|
Press release issued by Paramount Skydance Corporation, dated February 26, 2026 |
SIGNATURE
After due inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 26, 2026
| |
PARAMOUNT SKYDANCE CORPORATION |
| |
|
| |
By: |
/s/ Stephanie Kyoko McKinnon |
| |
|
Name: |
Stephanie Kyoko McKinnon |
| |
|
Title: |
General Counsel |
| |
Prince sub inc. |
| |
|
| |
By: |
/s/ Stephanie Kyoko McKinnon |
| |
|
Name: |
Stephanie Kyoko McKinnon |
| |
|
Title: |
General Counsel |
EXHIBIT INDEX
| Index No. |
|
|
| |
|
| (a)(5)(AN) |
|
Press release issued by Paramount Skydance Corporation, dated February
26, 2026 |
